The Companies Act 2006 (Amendment of Part 17) Regulations 2015

Amendment to the Companies Act 2006

3.—(1) Section 641 (circumstances in which a company may reduce its share capital) is amended as follows.

(2) After subsection (2), insert—

“(2A) A company may not reduce its share capital under subsection (1)(a) or (b) as part of a scheme by virtue of which a person, or a person together with its associates, is to acquire all the shares in the company or (where there is more than one class of shares in a company) all the shares of one or more classes, in each case other than shares that are already held by that person or its associates.

(2B) Subsection (2A) does not apply to a scheme under which—

(a) the company is to have a new parent undertaking,

(b) all or substantially all of the members of the company become members of the parent undertaking, and

(c) the members of the company are to hold proportions of the equity share capital of the parent undertaking in the same or substantially the same proportions as they hold the equity share capital of the company.

(2C) In this section—

“associate” has the meaning given by section 988 (meaning of “associate”), reading references in that section to an offeror as references to the person acquiring the shares in the company;

“scheme” means a compromise or arrangement sanctioned by the court under Part 26 (arrangements and reconstructions).”

(3) In subsection (3), for “Subject to that” substitute “Subject to subsections (2) to (2B)”.